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Tower Properties Announces Reverse Stock Split, Subject to Shareholder Approval
Tower Properties Announces Reverse Stock Split, Subject to Shareholder Approval.
About this update from Tower Properties Company
[{"type":"text","content":"On December 3, 2008, the board of directors of Tower Properties Company approved a 1-for-30 reverse stock split of the Company's common stock, subject to shareholder approval at a special meeting of shareholders scheduled to be held on December 29, 2008. Unlike the reverse stock split effected in 2006, this reverse stock split would not be followed by a forward stock split in the same ratio. Accordingly, if the reverse stock split is approved at the special meeting, shareholders holding fewer than 30 shares of the Company's common stock will receive $300.00 per share for each share of the Company's common stock held prior to the effective time, and shareholders holding 30 or more shares of the Company's common stock will receive one share of common stock for each 30 shares held prior to the effective time and will receive $300.00 per share for any remaining shares held prior to the effective time not evenly divisible by thirty. Beneficial owners will be eligible to participate in the reverse stock split in the same manner as record holders if they make appropriate arrangements with their record holders. The Company's board of directors also approved, subject to shareholder approval at the special meeting of shareholders, an amendment to the Company's Articles of Incorporation to effect a standing option for the Company to repurchase any shares of the Company's common stock proposed to be transferred if after such proposed transfer the number of shareholders of record of the Company's common stock would equal or exceed 250. The option would have to be exercised within 30 days of receipt by the Company of notice of the proposed transfer. For purposes of the proposed amendment, a \"transfer\" would include any conveyance of the Company's common stock, whether voluntary or involuntary, including but not limited to any sale, gift, assignment, bequest or devise. The number of holders of record would be calculated pursuant to Rule 12g5-1 under the Securities Exchange Act of 1934, as amended, and the Securities and Exchange Commission's interpretations thereof. The price to be paid for the shares would be the fair market value per share as determined by an annual appraisal, or, at the board's discretion, a more recent appraisal, with the appraiser ...